Broker/Agent EMD Escrow Agreement

On this the September 18th, 2024, the undersigned Principal Broker (“Broker”) and/or agents acting on its behalf (“Agent”) agrees to the deposit, management, holding and distribution of earnest money (“Deposit”) with Bluegrass Land Title, LLC (“Escrow Agent”) in furtherance of real estate transactions, in the manner set forth below.

WHEREAS, Escrow Agent handles the closing of real estate transactions for Broker/Agent on an ongoing basis.

WHEREAS, Escrow Agent and Broker/Agent recognize that as an accommodation to Broker/Agent and to more efficiently facilitate the funding of the transaction, Escrow Agent may hold the Deposit in its escrow account from the date of deposit until the date of closing.

NOW THEREFORE, in furtherance of said transaction, and on the condition that Escrow Agent shall hold said earnest money deposit, the undersigned does hereby agree to be bound by and held to the following terms and conditions of this Earnest Money Agreement:

1. The terms of the Agreement shall apply to all transactions involving Broker/Agent and Bluegrass Land Title, LLC where Bluegrass Land Title, LLC acts as Escrow Agent for purposes of holding the Deposit.
2. Broker/Agent hereby acknowledges that Escrow Agent is holding the deposit in its escrow account merely as an accommodation to Broker/Agent. Broker/Agent shall remain subject to the rights and duties governing the retention/release of the Deposit as provided in KRS 324.111 and all other statutes or regulations which may apply. Broker/Agent further acknowledges that Bluegrass Land Title, LLC as Escrow Agent is afforded neither explicit protection nor obligation under the terms of the aforementioned statute, including but not limited to those set forth in KRS 324.111(6).
3. The Deposit shall be delivered to Escrow Agent and placed in Escrow Agent’s escrow account until such time as the contract has been terminated by (a) performance, (b) in writing by all parties, (c) by order of court of competent jurisdiction, or (d) under the terms set forth in Paragraph (4) of this Agreement.
4. With respect to delivering the Deposit in accordance with the Agreement, in the event that Escrow Agent receives conflicting instructions from the parties to the aforementioned real estate transaction or determines in good faith that a bonafide dispute exists as to whether Escrow Agent is obligated to deliver the Deposit, or as to whom said Deposit is to be delivered, Escrow Agent, at its option may (1) immediately return the Deposit to the custody of Broker/Agent, thereby terminating any obligation to continue acting as Escrow Agent of the Deposit; or (2) continue to hold the Deposit until (i) Escrow Agent receives written notice signed by the Seller and the Purchaser directing the release and delivery of the Deposit, in which event Escrow Agent shall then release and deliver the Deposit in accordance with said direction, or (ii) Escrow Agent receives a certified copy of a final non appealable judgment of a court of competent jurisdiction directing the release and delivery of the Deposit, in which event Escrow Agent shall then release and deliver the Deposit in accordance with said direction.
5. It is agreed that the duties of Escrow Agent are only as herein specifically provided, and are purely ministerial in nature, and that the Escrow Agent shall incur no liability whatsoever except for willful misconduct or gross negligence. Broker/Agent releases Escrow Agent from any act done or omitted to be done by Escrow Agent in good faith in the performance of its duties hereunder.
6. Broker/Agent shall indemnify, defend (with counsel acceptable to the Escrow Agent) and hold harmless Escrow Agent from and against all loss, cost, claim, liability, damage and expense, including reasonable attorneys’ fees and disbursements incurred in connection with the performance of Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Earnest Money Agreement, or involving gross negligence on the part of Escrow Agent, (the “Indemnified Matters”).
7. Escrow Agent shall have no duties or responsibilities other than those expressly set forth herein. Escrow Agent shall have no duty to enforce any obligation of any person to make any payment or delivery or to enforce any obligation of any person to perform any other act.
8. It is expressly agreed that this Earnest Money Agreement is for the sole benefit of the parties hereto and shall not be construed or deemed to be made for the benefit of any third party or parties.
9. This Earnest Money Agreement and the obligations of the parties hereunder shall be interpreted, construed, and enforced in accordance with the laws of the State of Kentucky.
10. If any provision of this Earnest Money Agreement or the application thereof to any entity, person or circumstance shall be invalid or unenforceable to any extent, the remainder of this Earnest Money Agreement and the application of such provisions to other entities, persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law.
11. This Earnest Money Agreement contains the entire understanding between the parties hereto. No variations, modifications or changes hereof shall be binding upon any party hereto unless set forth in a document duly executed by all parties hereto.

IN WITNESS WHEREOF, the undersigned have executed and delivered this Earnest Money Agreement as of the date first above written.

Executed this September 18th, 2024.